Totally Spies Ultimate Alien Spy
by Rexfan1333
Summary: After Ben Tennyson loses everything precious to him to Vilgax. Ben ends up being sent to the Totally Spies Universe. Where he ends up joining W.O.O.H.P. along with Sam, Alex, and Clover to defend Earth from the forces of evil. Pairing is Ben X Alex X Clover X Sam X Harem and is also AU. (Adopted from yugioh5d)
1. The beginning

**Stranded Disclaimer: I don't own Totally Spies or Ben 10 Ultimate Alien. Totally Spies is owned by Marathon and Ben 10 Ultimate Alien is owned by Man of Action and Cartoon Network. I don't make money off this story. **

**A/N: This chapter takes place between Totally Spies season 3 and Ben 10 &amp; Generator Rex crossover Heroes United. **

**Another A/N: I'm Rexfan1333 and I'll be taking over for yugioh5d with this story, If you see any errors I missed (I'm trying to fix things in this story as well to make it flow better, so be patient with me), let me know!**

**Here we go!**

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Chapter 1

The Beginning (Prologue)

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This wasn't what he wanted. This wasn't how it suppose to be. He had been a hero and for what? They were dead. All dead. Mom, Dad, Grandpa Max, Aunt Lily, Uncle Frank, Gwen, Kevin...Julie and even the entire town of Bellwood.

"Why me? Why did this have to happen?" thought 17 year old Ben Tennyson with tears streaming down his face. It's around midnight in Bellwood and the smoke was still visible on the horizon from where he and Vilgax had being fighting through the ruins of the entire town . Ben was laying down on the ground with his cloths completely torn apart and his body was covered in bruises and cuts oozing out blood. Ben felt like his entire body was in pain as most of his ribs were broken along with his lower right arm from the injuries he had gotten from battling Vilgax. Ben struggled to fight off the pain as he lifted his head up and saw his archenemy Vilgax standing over him with a smug look on his face.

"Well well look at how the mighty have fallen. Look at you now Tennyson your nothing but a former shell of yourself. All the power granted to you by the Ultimatrix and you have failed to save not just your entire town but your friends and family as they try to protect you with their pitiful lives. I don't see why I ever thought you were a threat as you are nothing more then a weak little human who thought he was a hero." said Vilgax.

"That may have being true at one time Vilgax. But not anymore as I may have failed to save my friends, family and even my home. But that will not stop me from stopping you even if I have to live with the guilt of failing to save the people I cared about. One way or another I have going to make you pay for ever stepping foot on earth." yelled Ben with his voice full of hate and venom as the Ultimatrix on his left arm lite up and a hologram of an alien appeared on it.

"How do you plan on doing that Tennyson? There is not one alien you have in the Ultimatrix that can take me down." said Vilgax with an evil laugh as he looked down at Ben as he raised both fist to deliver the finishing blow.

"You're wrong there, you piece of evil alien scum!" shouted Ben angry looking at Vilgax with a look of pure rage and anger on his face.

With that Ben quickly slam the Ultimatrix down into the ground hard and was covered by emerald green light just as Vilgax started to slam both his fist into Ben's injured body. But before Vilgax fist could even touch Ben a green beam of light came out from Ben's place on the ground just as the green light covering him faded away and hit the evil alien overlord square in the chest and sent him hurling through the air and hitting the pavement below real hard shocking the entire ground and creating a small crater from where Vilgax had hit. Vilgax quickly rise to his knees and look in front of him and saw that Ben was not only back on his feet but had turn himself into a humanoid looking alien that was completely jet black like the darkness of deep space with what looked like white stars within it's body as well as three horns protruding from it's head and green eyes and white hands along with the symbol of the Ultimatrix on it's chest.

"We call this one Alien X, Vilgax. But of course you wouldn't know this one as we only use this alien twice in our entire lives and out of all our aliens this one is the most powerful." said Ben/Alien X with a deeper darker voice that sounded like he would show no mercy for Vilgax.

"So you transformed into an alien I didn't know about Tennyson. As even if it's your strongest one it will not matter to me. As once the Ultimatrix runs out of time and your revert to your weak and injured human body then I will kill you and take the device for my own and rule the universe."said Vilgax as an evil smile appeared on his face.

"We will see about that Vilgax. As we have the power now to not only defeat you but kill you once and for all for all the lives you took with your evil hands. As we am not playing by the rules anymore as your going to pay one way or another with your life. That is the least we can do for the people of Bellwood." said Ben/Alien X as he glared at Vilgax with eyes that were full of hatred, revenge, and malice intents that were directed at the alien over lord.

With that Ben and Vilgax charge at one another head on. Vilgax quickly threw a punch at Ben. Only for Ben to use Alien X's powers to wrap reality and time and space to slow down Vilgax's attack and deliver a right kick to the evil villain's chest sending him stumbling back a couple of feet. Ben then quickly charge at Vilgax as he delivered a series of punches and kicks to his enemy's body quickly follow by firing two beams of green light from his hands that hit him square in the chest and right through leaving two gaping holes in his chest as he fell to the ground on his chest. As Vilgax struggle to breath he look up at Ben weakly and saw that he still had the same look of pure hatred and revenge in his eyes that seem to look into Vilgax's very soul.

"How can this be? How can I the great and powerful Vilgax lose to a weak human after all the planets and galaxies I have conquered?" asked Vilgax as he fought for each breath.

"It's very simple Vilgax. The reason you lost to me is because all the evil you did and the lives you took have finally come back to get their revenge. You may think we are lying when we said that we were going to kill you. But we are tired of playing the role of the good guy always letting our enemies live and get away. You went to far today and now your getting what you finally deserve. " replied Ben/Alien X in a hateful tone as he looked down at Vilgax.

"You maybe right for once Tennyson. You may have gotten your revenge for your loved ones by killing me. But to bad your not going to be around to enjoy your little victory. I was saving this for myself in case I defeated you and conquer your earth. But seeing that I am close to death I think it will do me good to use it on you. Think of it as my final farewell." said Vilgax weakly as he looked at Ben/Alien X.

With that Vilgax brought out some sort of strange blaster and pointed it at Ben and pulled the trigger firing a white laser beam from it a the hero. Ben quickly avoided the laser beam and fired a green beam from his right hand at Vilgax destroying the blaster and killing the evil villain once and for all. Ben/Alien X then started to reach for the symbol on his chest to transform to a different alien so he could leave the ruins of Bellwood and head for a hospital to have his injuries treated. When suddenly he look up and saw a strange white and red hole that was in the very spot where the laser beam had miss him and to Ben/Alien X's horror the hole was sucking everything into it even him. Ben/Alien X quickly try to reach for the symbol of the Ultimatrix only for him to suddenly lose his footing on the pavement and suck into the hole. As soon as Ben/Alien X was suck into the strange vortex it suddenly closed up just as it had suddenly appeared leaving nothing but the ruins of the Bellwood in it's wake.

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Alternate Earth Location: Amazon Rainforest

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The Amazon Rainforest the prize treasure of South America and home to most of the world's plants and animals. Flying over the top of the rainforest were Sam, Alex, and Clover who had being sent to fly patrol and keep out for any sign of trouble or strange by their boss and head of W.O.O.H.P. Jerry. But as so far the three teenage spies had not found anything to report back to Jerry about and it was starting to take it's toll on the three young ladies especially Clover.

"Man what in the world was Jerry thinking when he sent us out doing a stupid patrol of the rainforest. Not that I am complaining about the view very much. But I would do anything for a mission where we end saving the world and beating the evil villain." said Clover angry as she crossed both her arms and let out a small pout as she looked at Sam and Alex.

"I know what you mean Clover. But you know that things have being rather slow at W.O.O.H.P. with the missions we have being given. It's like every major bad guy has fallen off the face of the earth or is in prison. But I have the feeling that their up to something big. The only question is what it is." replied Sam.

"Your right about that Sammy. But I would do anything right now for something interesting to happen even a small forest fire to put out to keep from dieing of boredom." said Alex letting out a small sigh.

As soon as Alex said that the once bright and sunny sky suddenly became as dark as night as dark clouds appeared from out of nowhere and seem to block out the sun. Just as this was happening the wind started to really pick up and threaten to send Sam, Alex, and Clover for a ride. As the three girls brace themselves for the worse a strange and huge white and red hole appeared in the middle of the sky which looked like a vortex of some kinda as it looked like someone had punch a hole into the very sky which sent a slight chill up the girls spines.

"What in the hell is going on and what did that hole come from?" asked Clover in a nervous voice.

"I don't know Clover. But if I had to take a wild guess. I say that strange hole we are looking at appears to almost be a rift through time and space. But I can't be very sure as something like that shouldn't even exist as the theory behind it is a very shaky one to belong with." yelled Sam as she fought to hover in the violent wind.

"Well who cares what it is or where it came from Sammy. The answer I want to know how do we close it i up before it can cause any damage to our world?" asked Alex in a slightly nervous voice.

As if to answer to Alex's the strange hole started to shrink in size very rapidly in front the three girls faces. Just as it was doing this a ball of what they could describe as a red fireball about the size of a human came flying out from the middle of the vortex and headed towards the forest floor below. As the ball of fire hit impacted the ground below it. It seem to make the entire shake as it make a huge crater in the middle of the forest and kick up a cloud of dust just as the vortex finally close up completely disappearing as quickly as it had appeared.

"Alright can anyone tell me just what the hell happen just now and what we just saw come out that vortex or whatever in the hell it was and hit the ground below us?" asked Clover in anger.

"I don't what the thing that came out of the vortex was Clover. But I think we should head towards the ground and see what it is. As for we know that could have being something that was sent here to do some harm. So lets find what that thing is as just to be on the safe side." said Sam in a solemn voice as she look at Clover and Alex nodded their heads in agreement.

With that Sam, Alex, and Clover shot towards the ground below them at a fast speed. As the three girls reach the impact site they saw that the impact had created a crater that was about 20 feet wide and 6 feet deep. As the spies landed on the ground on the edge of the crater they had a weird beeping noise that was quickly follow by a bright flash of emerald green light that force the girls to shield their eyes to keep from going blind. When the light finally faded away and Sam, Alex, and Clover leap down into the middle of the crater they were shock and confuse at what they saw right in front of them. Instead of some kinda of strange object or even meteor like they had expected. They instead saw a young teenage boy with brown shaggy hair that appeared to be about a year younger than the three of them dressed in a pair of blue jeans, white &amp; black sneakers, a black shirt with an emerald green jacket with a white stripe going down it with the number 10 on the left side of his chest and two white stripes on his right arm which were all in ruins. But as the girls looked over the boy closer they saw that his entire body was covered with bruises and cuts that were cake with dried blood along with a couple of broken ribs and a broken lower right arm.

All in all the boy look like he had being in the fight for his very life and barely mange to come out alive. As his chest raised up and down real hard like he was grasping for every breath. But what got their attention the most was the strange green like device that was attach to the boy left arm almost like some sort of watch complete with an hourglass shape symbol on it like a watch face.

"Alright, who is this guy? Where did he come from and what's with huge weird green watch on his left arm?" asked Alex confused as she tried to take a closer look at the strange device on the young man's left wrist.

"Who cares where he came from? All I care about is who the hell hurt him as he looks like his has being in a huge fight for his very life. But of course minus the cuts and bruises on his body he is kinda of cute." replied Clover as she tried to hide the slight blush on her face along with Alex who was forming a blush on her face as well.

"That's just like you Clover. You always try to find out how cute a guy is no matter what. But I am very curious who this guy as well and what his device is for as something tells me it is more then just some kinda of hi tech looking watch. But we can figure all of this out later once we get him back to W.O.O.H.P. and have his wounds and injuries treated. As without urgent medical treatment he will not live much longer. Alex you carry this guy and we fly back to headquarters while I contact Jerry and tell him what we found and have him get a medical team put on standby when we get back with our friend. I just hope we can get back in time as I want to know what this guy's story is and where he came from." said Sam in a nervous voice as she looked at Alex and Clover with a concern look in her eyes.

With that Alex picked up the boy in her arms as carefully as she could holding him bridal style close to her chest. As her, Clover and Sam took off into the sky and headed back to W.O.O.H.P. as the only thought going through all their minds was who this boy was and where he came from.

**TBC**

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**Hope you enjoyed this. Also, this will be AU and I decided to add Sam into Ben's Harem. I hope you don't mind. Chapter 2 and beyond will be my work.  
**

**See you next time!**

**Next Time: Welcome to W.O.O.H.P.**


	2. Welcome to WOOHP

**A/N: Hi, sorry for taking so long to update this story, been trying to get some ideas and I want to thank DJ Rodriguez for helping me out on this. Also, Ben has a new Ultimatrix in this story with DNA stored within it. Hope that explains it.**

**On with the story!**

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Chapter 2

Welcome to W.O.O.H.P

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The trio had finally made it to W.O.O.H.P. HQ with the still unconscious and injured boy, who was now being taken to the Infirmary for examination, the girls where by his side until they where stopped by leader of Organization.

"Jerry?" The girls both said in unison, Jerry started with a serious look on his face.

"I want to know what happened, care to report?" Jerry asked.

"Well a strange hole from the sky appeared!" Alex started waving her arms around.

"And something came out of it." Sam explained secondly.

"And we found a cute guy!" Clover said with a blush which caused everyone to sweatdrop at her response. "What?"

"I see, anymore information?"

Alex then took out a wallet from her catsuit and showed it to him, "We found this in his pocket."

Jerry took the wallet from Alex and opened it to see this boy was named Benjamin Kirby Tennyson and that he lived in Bellwood, California.

"Bellwood?" Sam said while rubbing her chin in thought.

"That's weird." Clover confessed.

"I never heard of that place." Alex said with a thoughtful look.

"This could be beyond our own comprehension." Jerry thought observing the wallet. "You girls can head home, no more patrolling today. We'll inform you if anything happens."

With that he left into the infirmary to check up on the mysterious boy, but the girls seemed more worried about the boy than wanting to go home.

"You think he'll be okay?" Alex asked worried about the unconscious boy.

"Yeah, we better head home for now and then see if anything changes." Sam said with the two nodding in agreement.

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Tonight at the Infirmary

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The young man known as Ben Tennyson was still in pretty bad shape and was now in a hospital gown and was now lying on the surgery table, The doctors were pretty amazed how he seemed to survive from whatever happened to him. Also, one of the nurses noticed the strange gauntlet like watch on the boys left wrist.

"Nurse, would you remove that watch?" The Doctor asked.

"Yes, Doctor," The nurse said as she tried to remove the strange object from his wrist, but it wouldn't come off and something strange happened.

A green light came from the boy and everyone was stunned at what they saw as the light died down.

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W.O.O.H.P. HQ

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The girls had arrived back at HQ with Clover wet from taking a shower and a towel draped over her, Sam in her night clothes, and Alex in her night clothes with a toothbrush in her mouth. They looked to see a serious looking Jerry.

"Jerr, what's the problem?" Sam asked wondering why they were back so late.

"It's about the boy?" Jerry said still serious.

"What about him? Is he okay?" Sam asked.

"Our medical team tried to remove a strange watch-like device from the boys wrist, but when they tried the boy...changed." Jerry explained to the trio of female spies.

"What do you mean?" Clover asked even more worried than before. Jerry than got up from his seat.

"Follow me." Jerry said as he lead them to the Infirmary, The girls were now in their catsuits and were taken to the infirmary to see something very shocking.

"W-What is that thing?" Clover asked scared.

"It can't be..." Sam tried to say something, but was to stunned to finish.

"OMG!" Alex amazed. Instead of the boy they rescued... it was instead a hulking and round like being, its eyes glowed green, and was yellow, white, and black by it's color scheme as well as an hourglass insignia on its chest. Clover, Alex, and Sam approached the knocked out being, Clover poked its white skin and noticed something.

"His skin is like a pillow." Clover said still poking it, Alex agrees. Sam started to knock on one of the yellow parts and noticed something very strange.

"This yellow stuff...it's armor." Sam theorized. This was very weird, but Alex noticed the insignia on its chest area.

"What does this do?" Alex asked to no one in particular as she pressed down on the dial and a blinding green light appeared around the creature, as the light died down they noticed that the boy was back to normal. The girls and everyone was shocked by what they just witnessed.

"Did you see that or am I going crazy?" Clover asked not believing what just happened in front of her.

'_How many forms can this boy turn into?_' Jerry asked himself in wonder. This was no ordinary young man.

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Recuperating room

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Few hours had passed and Ben had slowly came into conscious.

'_Am I dead?_' Ben wondered as he looked around the strange white room, but Ben noticed something very strange.

"A Hospital gown?" Ben said to himself as he shot back up. "What's going on?"

Ben looked around and looked to see he still had the Ultimatrix by his side (Mentally thanking Azmuth for installing DNA from Primus if he ever was sent somewhere far away) and sighed in relief. Ben then jumps off the bed and noticed he was connected to tubes, he then removes them, but felt pain from doing so, but that didn't stop the teen hero. He then tried to open the door, but no luck.

"Damn." Ben cursed, but Ben noticed the Ultimatrix and decides to change. "Guess I have no choice but to bust out of here or die trying!"

Ben said as he activated the Ultimatrix and slammed the dial and was replaced with ChamAlien.

"Nice! Now to get the hell out of here!" Ben/ChamAlien said as he used his enhanced stranger to rip the door off its hinges and escaped this strange place, but Ben didn't know about the spy camera hidden in the flowers. The alarm sounded off. All the agents were now on his tail.

"Crap." Ben/ChamAlien cursed and with that he vanished and jumped on the wall while the agents kept going. Ben/ChamAlien sighs in relief.

"That was close." Ben said as he noticed a corridor near him and enters it. Ben/ChamAlien started wonder where he was, this must be a top-secret military installation or something around those lines, but then he feels a shooting pain again.

"Grr...I can't let a little pain stop me." Ben/ChamAlien said to himself as he tried to get of of the place, but the pain was to great and he changed back to normal. He then sees something called W.O.O.H.P. all over the place.

"I never heard of this place. I'm definitely not in Bellwood anymore." Ben said as he tried to keep going.

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Meanwhile

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Sam, Alex, and Clover were now searching for the boy, they looked to see him on the floor out could. They rushed over to his side and took him back Recuperating room. But Ben tries to get back up and begins to activate the Ultimatrix, but the pain was too much and falls to his knees. The girls help him up and lead him back.

Next Day in the Recuperating room

Ben awakens to see the three girls and a bald man as well as a computer of some kind looking over him. Ben shot back up from the bed, but felt pain while doing so.

Sam tells him as she lays him back down, "Everything is fine, we want to help you."

This seem to have calmed Ben down a bit as he stayed down or that he was still in great pain. Ben also noticed that they had something on their minds. Looks like he had a lot of explaining to do.

**TBC**

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**Sorry for the chapter to be short, but I wanted to give the characters sometime to know about Ben's abilities. I hope you enjoyed this chapter of Totally Spies Ultimate Alien Spy!**

**See you next time!**

**Next Time: Alien in W.O.O.H.P.**


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